UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2006

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-11588		38-3042953
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

73 Kercheval Avenue
Grosse Pointe Farms, MI				48236
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (313) 886-7070

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

     On November 2, 2006, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2006. The press release, dated November 2, 2006, is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

          99.1 Press Release dated November 2, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX OF EXHIBITS

Exhibit No.		Description
99.1		Press Release dated November 2, 2006.

Exhibit 99.1

Saga Communications, Inc.
Reports 3rd Quarter 2006 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — November 2, 2006 — Saga Communications, Inc. (NYSE-SGA) today reported that 3rd quarter 2006 net operating revenue decreased $0.2 million over the comparable period in 2005 to $35.8 million and operating income decreased 1.4% to $7.8 million. Net income decreased $0.2 million to $3.3 million ($.16 per fully diluted share) for the quarter ended September 30, 2006 compared to $3.4 million ($.17 per fully diluted share) for the comparable period in 2005. For the same period, station operating expense decreased 1.3% to $25.8 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue decreased 0.5% to $35.8 million, operating income remained flat at $7.9 million and station operating expense decreased 1.7% to $25.7 million.

For the nine month period ended September 30, 2006, net operating revenue decreased 0.6% over the comparable period in 2005 to $104.7 million, operating income decreased 2.9% to $21.2 million and net income increased 1.1% to $8.8 million ($.43 per fully diluted share) compared to $8.7 million ($.42 per fully diluted share) for the comparable period in 2005. For the same period, station operating expense decreased 0.8% to approximately $76.8 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the nine months, net operating revenue decreased 1.5% to $102.7 million, operating income decreased 3.0% to $21.0 million and station operating expense decreased 2.1% to $75.0 million.

Capital expenditures in the third quarter of 2006 were $2.1 million of which $0.7 million were as a result of acquisitions, $0.1 million were related to digital radio and $0.2 million were related to digital television. For the nine months, capital expenditures were $6.8 million of which $1.4 million were as a result of acquisitions, $0.8 million were related to digital radio and $1.1 million were related to digital television. Currently, we expect capital expenditures for the year to be approximately $9.5 million.

The attached Selected Supplemental Financial Data tables disclose “as reported,” “same station” and “pro forma” information by segment. The “as reported” amounts reflect our historical financial results and include the results of operations for stations that we did not own for the entire comparable period. The “same station” amounts reflect only the results of operations for stations that we owned for the entire comparable period. The “pro forma” amounts assume the 2006 and 2005 acquisitions and dispositions occurred as of January 1, 2005.

Saga Communications utilizes certain financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP) to assess its financial performance. Such non-GAAP measures include same station financial information and free cash flow. These non-GAAP measures are generally recognized by the broadcasting industry as measures of performance and are used by Saga to assess its financial performance including but not limited to evaluating individual station and market-level performance, evaluating overall operations and as a primary measure for incentive based compensation of executives and other members of management. Saga’s management believes these non-GAAP measures are used by analysts who report on the industry and by investors to provide meaningful comparisons between broadcasting groups, as well as an indicator of their market value. These measures are not measures of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to and not as a substitute for the results of operations presented on a GAAP basis including net operating revenue, operating income, and net income. Reconciliations for all of the non-GAAP financial measures to the most directly comparable GAAP measure are attached in the Selected Financial Data Non-GAAP Disclosures tables.

Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. The company owns or operates broadcast properties in 26 markets, including 59 FM and 30 AM radio stations, 3 state radio networks, 2 farm radio networks, 5 television stations and 4 low-power television stations. As previously disclosed, Saga has entered into an agreement to acquire an FM station serving the Asheville, NC radio market. Saga has also entered into an agreement to buy an AM station and a FM station serving the Cortland, NY radio market. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.

Saga’s third quarter 2006 results conference call will be on Thursday, November 2 at 2:00 PM. The dial in number for domestic calls is 866/233-3843. For international callers the number is 612/332-0932. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 844084. Thereafter, a transcript of the call will be available on our website.

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “anticipates,” “guidance” and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga’s ability to

effectively integrate the stations it acquires and the impact of federal regulation on Saga’s business, are described in the reports Saga Communications, Inc. periodically files with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio and television broadcast industry in general, as well as Saga’s actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained herein.

Saga Communications, Inc.
Selected Consolidated Financial Data
For The Three and Nine Month Periods
Ended September 30, 2006 and 2005
(amounts in 000’s except per share data)
(unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2006				2005				2006				2005
Operating Results
Net operating revenue		$	35,791			$	35,961			$	104,727			$	105,345
Station operating expense			25,761				26,110				76,833				77,464
Corporate general and administrative			2,225				1,934				6,705				6,060
Operating income			7,805				7,917				21,189				21,821
Interest expense			2,375				2,082				7,007				5,511
Other (income) expense, net			(75	)			(35	)			(645	)			1,503
Income before income tax			5,505				5,870				14,827				14,807
Income tax expense			2,241				2,430				6,050				6,130
Net income		$	3,264			$	3,440			$	8,777			$	8,677
Earnings per share:
Basic		$	0.16			$	0.17			$	0.43			$	0.42
Diluted		$	0.16			$	0.17			$	0.43			$	0.42
Weighted average common shares			20,488				20,453				20,515				20,489
Weighted average common shares and common share equivalents			20,502				20,631				20,532				20,726
Free Cash Flow
Net Income		$	3,264			$	3,440			$	8,777			$	8,677
Plus: Depreciation and amortization:
Station			1,903				2,258				5,784				6,491
Corporate			48				50				144				149
Deferred tax provision			1,339				2,045				3,110				3,635
Other (income) expense, net			(75	)			(35	)			(645	)			1,503
Non-cash compensation			385				85				984				194
Less: Capital expenditures			(2,124	)			(1,666	)			(6,836	)			(9,054	)
Free cash flow		$	4,740			$	6,177			$	11,318			$	11,595
Balance Sheet Data
Working capital										$	21,774			$	21,946
Net fixed assets											70,542				72,977
Net intangible assets and other assets											211,745				205,980
Total assets											320,148				322,547
Long term debt (including current portion of $0 and $8,061, respectively)											136,911				155,911
Stockholders’ equity											133,564				123,770

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
September 30, 2006 and 2005
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
Consolidated		2006				2005				2006				2005				2006				2005
Net operating revenue		$	35,791			$	35,961			$	35,778			$	35,961			$	35,791			$	35,961
Station operating expense			25,761				26,110				25,659				26,110				25,761				26,110
Corporate general and administrative			2,225				1,934				2,225				1,934				2,225				1,934
Operating income			7,805				7,917			$	7,894			$	7,917				7,805				7,917
Interest expense			2,375				2,082												2,375				2,082
Other income net			(75	)			(35	)											(75	)			(35	)
Income tax expense			2,241				2,430												2,241				2,430
Net income		$	3,264			$	3,440											$	3,264			$	3,440
Earnings per share:
Basic		$	0.16			$	0.17											$	0.16			$	0.17
Diluted		$	0.16			$	0.17											$	0.16			$	0.17

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
Radio Segment		2006				2005				2006				2005				2006				2005
Net operating revenue		$	31,402			$	32,263			$	31,389			$	32,263			$	31,402			$	32,263
Station operating expense			22,300				22,728				22,198				22,728				22,300				22,728
Operating income		$	9,102			$	9,535			$	9,191			$	9,535			$	9,102			$	9,535

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
Television Segment		2006				2005				2006				2005				2006				2005
Net operating revenue		$	4,389			$	3,698			$	4,389			$	3,698			$	4,389			$	3,698
Station operating expense			3,461				3,382				3,461				3,382				3,461				3,382
Operating income		$	928			$	316			$	928			$	316			$	928			$	316

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
Depreciation and Amortization		September 30,								September 30,								September 30,
by Segment		2006				2005				2006				2005				2006				2005
Radio Segment		$	1,494			$	1,812			$	1,494			$	1,812			$	1,494			$	1,812
Television Segment			409				446				409				446				409				446
Corporate and Other			48				50				48				50				48				50
		$	1,951			$	2,308			$	1,951			$	2,308			$	1,951			$	2,308

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Nine Months Ended
September 30, 2006 and 2005
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
Consolidated		2006				2005				2006				2005				2006				2005
Net operating revenue		$	104,727			$	105,345			$	102,713			$	104,323			$	104,727			$	106,358
Station operating expense			76,833				77,464				75,019				76,610				76,833				78,421
Corporate general and administrative			6,705				6,060				6,705				6,060				6,705				6,060
Operating income			21,189				21,821			$	20,989			$	21,653				21,189				21,877
Interest expense			7,007				5,511												7,007				5,731
Other (income) expense, net			(645	)			1,503												(645	)			1,488
Income tax expense			6,050				6,130												6,050				6,073
Net income		$	8,777			$	8,677											$	8,777			$	8,585
Earnings per share:
Basic		$	0.43			$	0.42											$	0.43			$	0.42
Diluted		$	0.43			$	0.42											$	0.43			$	0.41

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
Radio Segment		2006				2005				2006				2005				2006				2005
Net operating revenue		$	92,100			$	94,240			$	90,086			$	93,218			$	92,100			$	95,253
Station operating expense			66,675				67,453				64,861				66,599				66,675				68,410
Operating income		$	25,425			$	26,787			$	25,225			$	26,619			$	25,425			$	26,843

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
Television Segment		2006				2005				2006				2005				2006				2005
Net operating revenue		$	12,627			$	11,105			$	12,627			$	11,105			$	12,627			$	11,105
Station operating expense			10,158				10,011				10,158				10,011				10,158				10,011
Operating income		$	2,469			$	1,094			$	2,469			$	1,094			$	2,469			$	1,094

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
Depreciation and Amortization		September 30,								September 30,								September 30,
by Segment		2006				2005				2006				2005				2006				2005
Radio Segment		$	4,569			$	5,181			$	4,274			$	4,997			$	4,569			$	5,411
Television Segment			1,215				1,310				1,215				1,310				1,215				1,310
Corporate and Other			144				149				144				149				144				149
		$	5,928			$	6,640			$	5,633			$	6,456			$	5,928			$	6,870

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
As of September 30, 2006
(amounts in 000’s except per share data)
(Unaudited)

		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								June 30,								September 30,								December 31,
Consolidated		2006				2005				2006				2005				2006				2005				2005
Net operating revenue		$	31,191			$	32,397			$	37,745			$	38,000			$	35,791			$	35,961			$	35,445
Station operating expense			24,703				25,281				26,369				27,030				25,761				26,110				26,947
Corporate general and administrative			1,981				1,778				2,499				2,348				2,225				1,934				2,114
Impairment of intangible assets			—				—				—				—				—				—				1,168
Operating income			4,507				5,338				8,877				8,622				7,805				7,917				5,216
Interest expense			2,277				1,755				2,355				1,894				2,375				2,082				2,075
Other (income) expense, net			(355	)			57				(215	)			1,466				(75	)			(35	)			1,165
Income tax expense			1,060				1,447				2,749				2,196				2,241				2,430				87
Net income		$	1,525			$	2,079			$	3,988			$	3,066			$	3,264			$	3,440			$	1,889
Earnings per share:
Basic		$	0.07			$	0.10			$	0.19			$	0.15			$	0.16			$	0.17			$	0.09
Diluted		$	0.07			$	0.10			$	0.19			$	0.15			$	0.16			$	0.17			$	0.09

		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								June 30,								September 30,								December 31,
Radio Segment		2006				2005				2006				2005				2006				2005				2005
Net operating revenue		$	27,280			$	28,939			$	33,418			$	34,051			$	31,402			$	32,263			$	31,357
Station operating expense			21,415				21,992				22,960				23,690				22,300				22,728				23,514
Impairment of intangible assets			—				—				—				—				—				—				890
Operating income		$	5,865			$	6,947			$	10,458			$	10,361			$	9,102			$	9,535			$	6,953

		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								June 30,								September 30,								December 31,
Television Segment		2006				2005				2006				2005				2006				2005				2005
Net operating revenue		$	3,911			$	3,458			$	4,327			$	3,949			$	4,389			$	3,698			$	4,088
Station operating expense			3,288				3,289				3,409				3,340				3,461				3,382				3,433
Impairment of intangible assets			—				—				—				—				—				—				278
Operating income		$	623			$	169			$	918			$	609			$	928			$	316			$	377

		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended								Three Months Ended
Depreciation and Amortization		March 31,								June 30,								September 30,								December 31,
by Segment		2006				2005				2006				2005				2006				2005				2005
Radio Segment		$	1,539			$	1,791			$	1,536			$	1,808			$	1,494			$	1,812			$	1,894
Television Segment			392				442				414				422				409				446				456
Corporate and Other			48				50				48				49				48				50				50
		$	1,979			$	2,283			$	1,998			$	2,279			$	1,951			$	2,308			$	2,400

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
September 30, 2006 and 2005
(amounts in 000’s except per share data)
(Unaudited)

Reconciliation of As-Reported (historical) information to Same Station Operating Income

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Three Months				and Dispositions				Three Months				Three Months				and Dispositions				Three Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
Consolidated		2006				Period				2006				2005				Period				2005
Net operating revenue		$	35,791				($13	)		$	35,778			$	35,961			$	—			$	35,961
Station operating expense			25,761				(102	)			25,659				26,110				—				26,110
Corporate general and administrative			2,225				—				2,225				1,934				—				1,934
Operating income		$	7,805			$	89			$	7,894			$	7,917			$	—			$	7,917

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Three Months				and Dispositions				Three Months				Three Months				and Dispositions				Three Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
Radio Segment		2006				Period				2006				2005				Period				2005
Net operating revenue		$	31,402				($13	)		$	31,389			$	32,263			$	—			$	32,263
Station operating expense			22,300				(102	)			22,198				22,728				—				22,728
Operating income		$	9,102			$	89			$	9,191			$	9,535			$	—			$	9,535

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Three Months				and Dispositions				Three Months				Three Months				and Dispositions				Three Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
Television Segment		2006				Period				2006				2005				Period				2005
Net operating revenue		$	4,389			$	—			$	4,389			$	3,698			$	—			$	3,698
Station operating expense		$	3,461				—			$	3,461			$	3,382				—			$	3,382
Operating income		$	928			$	—			$	928			$	316			$	—			$	316

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Nine Months Ended
September 30, 2006 and 2005
(amounts in 000’s except per share data)
(Unaudited)

Reconciliation of As-Reported (historical) information to Same Station Operating Income

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Nine Months				and Dispositions				Nine Months				Nine Months				and Dispositions				Nine Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
Consolidated		2006				Period				2006				2005				Period				2005
Net operating revenue		$	104,727			($	2,014	)		$	102,713			$	105,345			($	1,022	)		$	104,323
Station operating expense			76,833				(1,814	)			75,019				77,464				(854	)			76,610
Corporate general and administrative			6,705				—				6,705				6,060				—				6,060
Operating income		$	21,189			($	200	)		$	20,989			$	21,821			($	168	)		$	21,653

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Nine Months				and Dispositions				Nine Months				Nine Months				and Dispositions				Nine Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
Radio Segment		2006				Period				2006				2005				Period				2005
Net operating revenue		$	92,100			($	2,014	)		$	90,086			$	94,240			($	1,022	)		$	93,218
Station operating expense			66,675				(1,814	)			64,861				67,453				(854	)			66,599
Operating income		$	25,425			($	200	)		$	25,225			$	26,787			($	168	)		$	26,619

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Nine Months				and Dispositions				Nine Months				Nine Months				and Dispositions				Nine Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
Television Segment		2006				Period				2006				2005				Period				2005
Net operating revenue		$	12,627			$	—			$	12,627			$	11,105			$	—			$	11,105
Station operating expense			10,158				—				10,158				10,011				—				10,011
Operating income		$	2,469			$	—			$	2,469			$	1,094			$	—			$	1,094